This
agreement is entered into by Montana State University Northern
["University" or “MSUN”] and the Montana State University Northern
Foundation, Inc. ["Foundation"] this 29 day of May, 2001.

RECITALS

1. The
University is an institution of higher education and a unit of the Montana
University System;

2. The
Foundation is a private, non-profit corporation organized under the laws of the
state of Montana to promote and enhance the University's programs of
instruction, research and public service.
The Foundation is recognized by the Internal Revenue Service as having
tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

3. The
Foundation is an independent corporation whose relationship to the University
is governed by its Articles of Incorporation, By-laws and this agreement.

4. The
University has officially recognized the Foundation as its affiliated
foundation for the purposes outlined in Section 901.9 of the Montana University
System, Policy and Procedures Manual.

5. The
parties desire to enter into this agreement to formalize their relationship and
to establish their relative responsibilities.

Based
upon the above recitals and the mutual agreements contained in this agreement,
the parties agree as follows:

I.
Foundation
Purposes and Responsibilities:

A. The purposes of the Foundation are outlined
in its Articles of Incorporation, By-laws and its Mission Statement. The Mission Statement is attached hereto as
Appendix A. The Foundation has adopted
such policies, plans and budgets as are necessary to achieve its mission.

B. In fulfilling its stated purposes, the
Foundation will:

1) Raise,
receive, invest, manage and administer funds to benefit the University in
support of its educational, research and service missions and other lawful
purposes of the University.

2) Administer
gifts, including soliciting, recording and acknowledging gifts made to the
Foundation or in response to a Foundation campaign and maintaining records of
gifts, grant receipts and expenditures of gifts.

3) Coordinate
all fund raising efforts in support of the University, including development
and maintenance of alumni and donor data base information, subject to the
priorities established by the University and the Foundation governing board.

4) Conduct
specific development campaigns to respond to the stated priorities of the
University.

5) Provide
counsel and consultation on development activities to promote the University in
general.

6) Hold, manage and invest its endowment
funds for the benefit of the university in accordance with Foundation policies
and procedures. The Foundation is
authorized to charge its usual administrative fee on these funds and will
account for these funds in accordance with generally accepted accounting
principles.

7) At
the request of the University, hold, mange and invest the University’s
endowment funds for the benefit of the University in accordance with Foundation
policies, procedures and fees.

8) Perform
other acts as may be deemed appropriate in carrying out the purposes of the
University.

C. In fulfilling its responsibilities under
the agreement, the Foundation agrees that it will:

1) Comply
with applicable state and federal law and its own policies and procedures.

2) Maintain
financial and accounting records in accordance with generally accepted
accounting principles or other comprehensive Basis of Accounting. Such records shall be maintained by the
Foundation and audited no less than biannually by a firm of Certified Public
Accountants.

3) Accept
gifts in accordance with its Gift Acceptance Policy and the terms and
conditions of this Agreement. The
parties agree that gifts made to the Foundation or in response to a Foundation
campaign will be accounted for and
owned by the Foundation. Gifts
made to the University will be
accounted for and owned by the University.

4) Maintain
its conflict of interest policy for board members and staff.

5) Seek
campus input before defining the major needs and priorities of its fundraising
efforts.

6) Follow
the requirements of the Campus Affiliated Foundations Policy, Section 901.9,
Montana University System Policies and Procedures Manual.

II.
Relationship
Between Foundation and University.

A. The University agrees to encourage and
maintain the independence of the Foundation and, at the same time, foster the
cooperative relationship between the University and the Foundation.

B. The Chancellor of the University shall be
an ex-officio member of the Foundation's governing board and committees.

C.The Foundation agrees to cooperate with the
Chancellor and/or the Chancellor's designee in fulfilling its purpose and
responsibilities.

D.The relationship between the Foundation and the
University shall be further defined by the University/Foundation Service's
Agreement. Said Agreement is
incorporated herein by reference as if fully set forth herein. (Appendix A)

III.
Foundation's
Obligations to the University.

A. The Foundation may accept gifts with
restrictive terms and conditions or gifts of real estate. However, the Foundation will advise donors
that a restricted gift in support of the University may not be accepted without
University and Foundation approval.

B. The Foundation agrees to coordinate with
the Chancellor or other appropriate University officers and seek campus input
regarding funding goals, programs, or campaigns proposed by the University.

C. The Foundation shall provide the University
Chancellor with copies of its most recent audited financial statement and a
list of foundation officers and board members annually. The parties understand this information will
be submitted to the Commissioner of Higher Education and the Board of Regents
and will be made available to the public upon request.

D. The Foundation agrees not use its funds to
supplement the salary of any University employee unless approved in writing by
the University and subject to such approval of the Board of Regents as may be
required under Section 901.9, Montana University System, Policy and Procedures
Manual.

IV.
University
Assistance.

A. The University, through the direction of
the Chancellor, shall consult with the Foundation regarding the University's needs
and the specific development campaigns the university desires the Foundation to
conduct.

B. The University agrees to provide
Foundation with access to University telecommunications lines and facilities,
including the University computer system.
The Foundation will pay for University telecommunications lines and
facilities at standard University user rates.

V.
Use
of University Name.

A. The Foundation may, in connection with its
activities, use the University’s name,
logos, seal and marks of the University. The Foundation shall not delegate the authority to use the
University’s name, seal, logos, and marks of the University without the written
consent of the University.

B. Foundation agrees to cease using
Institution's name and symbols if:

1) The
Foundation dissolves;

2) The
University’s chancellor withdraws recognition of the Foundation; or,

3) Foundation
ceases to be recognized by the Internal Revenue Service as tax exempt
organization.

The
Chancellor’s decision to withdraw recognition of the Foundation may be appealed
to the Montana Board of Regents under Section 203.5.2 of the Montana University
System, Policies and Procedures Manual.

VI.
Access
to Records.

Financial
records of donors are confidential and will not be released or accessed by the
public unless required by law. The
Foundation agrees to provide the legislative auditor access to records as may
be necessary to comply with the requirements of Section 18-1-118 (2), MCA.

VII.
Liability
Exposure.

The
parties understand and agree that the liability of the University, its
officials and employees, is controlled and limited by the provisions of Title
2, Ch. 9, MCA. Any provisions of this
agreement shall be controlled, limited and otherwise modified to limit any
liability of the State of Montana and MSUN to that set forth in the above cited
laws.

VIII.
Indemnification.

A.
Each party agrees to be responsible
and assume liability for its own wrongful or negli­gent acts or omissions, or
those of its officers, agents or employees, to the full extent required by
law.

B. Each party agrees to maintain reasonable
coverage for such liabilities either through commercial insurance or a reason­able
self-insurance mechanism, and the nature of such insurance coverage or
self-insurance mechanism will be reasonably provided to the other party upon
request.

IX.
Termination.

This
agreement may be terminated at any time by the mutual written consent of the
parties or termination may be invoked by either party upon 90 days written
notice to the other. In the absence of
termination notice, this agreement shall be automatically renewed year to year
under the same terms as set forth in this agreement.

X.
Dissolution.

If
the Foundation's corporate structure is dissolved, the Foundation Board of
Trustees shall dispose of all the assets of the Corporation in accordance with
the terms of its Articles of Incorporation and By-laws. Any assets not so disposed of shall be
disposed of by the State District Court in Hill County, to Montana State
University Northern.

XI.
Modification.

This
agreement may be modified by written amendment signed by both parties.

The
following persons, being duly authorized to sign this agreement and bind the
above-named parties, do hereby affix our signature on the date shown